This program provides you with a detailed and practical guide to the tax and other consequences of selling or exchanging partnership and LLC interests. Though these transactions are commonplace, they have complex tax consequences for the partnership or LLC and its sellers and buyers. There are many ways to structure these transactions to minimize adverse tax consequences short of a straight sale or exchange. There are also nontax issues to consider, including what, if any, management and voting rights transfer to the buyer. You will learn about structuring and drafting the sale and exchange of partnership and LLC interests.

• Planning and drafting issues for selling/exchanging LLC and partnership interests—and effective alternatives
• Tax consequences to the entity and buyer/seller in sales and exchanges of entity interests
• Using distributions as an effective alternative to sales and exchanges
• Disguised sales of LLC/partnership interests—and techniques to avoid them
• Constructive terminations and their adverse tax consequences
• Issuance of an interest in a disregarded entity for federal income tax purposes

Speaker: Brian J. O’Connor is a partner in the Baltimore office of Venable LLP, where he is cochair of the firm’s tax and wealth planning group. He provides sophisticated tax and business advice to closely held and publicly traded businesses and their owners. Before joining Venable, Mr. O’Connor was an attorney-advisor in the IRS Office of the Chief Counsel, where he worked on high-profile legislative projects, regulations, and other published guidance relating to pass-through entities. Mr. O’Connor received LL.M. in tax law from Georgetown University Law Center.